Georgia coach Mark Fox said it best after Wednesday night's showdown against powerhouse Kentucky.

His Bulldogs needed to play a near-perfect game to hang with, much less beat, the nation's third-ranked team.

Kentucky's 80-68 victory before a sold out Stegeman Coliseum crowd of 10,523 certainly proved Fox's point.

"They're a terrific team, they've got terrific players, Cal's (UK coach John Calipari) done a great job of organizing this team together," Fox said. "You don't see a lot of selfishness; you see talented guys playing the game together and you have to play darn near perfect if you're not going to be able to match them in quickness or match them in size. We weren't able to do that."

It was a game for a half.

Kentucky (28-2, 13-2) held a scant four-point halftime advantage over the Bulldogs (13-15, 5-10). But that was as close as Georgia would get the rest of the night.

Back-to-back turnovers to start the final 20 minutes resulted in a three-pointer by freshman star John Wall and a layup by DeMarcus Cousins to turn the Wildcats' lead into a nine-point bulge.

Kentucky's lead would eventually balloon to 19 points, although Ricky McPhee would later give Bulldogs fans a glimmer of hope with consecutive 3-pointers to pull within 72-63 with 5:18 left.

However, the Wildcats would answer each shot by McPhee and quickly pushed the margin back to double-digits before settling for the 12-point win.

"We really started flat in the second half. We didn't start well at either end," Fox said. "We'll have to go back and look at to try and figure out why that really is, but we certainly didn't start the half well."

Guard Dustin Ware said it was the same type of letdown which has hurt the team at different times this season.

"We did a bad job letting things snowball," Ware said. "We let one mistake turn into two, then into three and that's just something we've got to get control of, especially going on the road Saturday."

The Bulldogs close out the regular season at LSU Saturday before gearing up for the SEC Tournament next week in Nashville, Tenn.

"That was a tough loss for our seniors. It was a hard-fought battle, but we didn't start the second half very well and never recovered from that," Fox said. "There's no shame in losing to a terrific team like Kentucky is, but this is an experience that our team needed; we needed a game of this magnitude and we need to take this experience like we have all the others, learn from it and get better."

"We've played some good teams in Tennessee, Vanderbilt but that team right there is talented at every position," Thompkins said. "There's no weakness at all, but at the same time we had a game-plan, we just didn't come out ready to play the second half."

Kentucky led 40-36 at half, but it was the Bulldogs who set the early tone.

Seven straight points by Price gave Georgia a 23-17 lead, an advantage the Bulldogs held until Kentucky tied the game at 26 on a short jumper by Patrick Patterson with 7:41 to go in the half.

Three minutes later, a 12-footer by Ware pushed Georgia back in front 32-31 but Kentucky came back to outscore the Bulldogs 9-4 over the final 3:49 to go lead by four as the halftime buzzer sounded.

The Bulldogs got no closer. In fact, the game got away from Georgia quicker than you can say John Wall.

On Georgia's opening possession of the second half, the Bulldogs were called for a shot clock violation, followed by a 3-pointer by Wall and the race was on.

Unfortunately for Fox's squad, the Bulldogs couldn't keep up.

Despite the loss, Georgia can still sew up the fifth seed in the SEC West by beating LSU (10-18, 1-13) in Baton Rouge.

Calipari was impressed with what he saw from the Bulldogs - on the court and off."I snuck in there this afternoon and saw some stuff - the practice facilities, locker rooms, it's all great. I love (Stegeman Coliseum), too. It's just like UMass - seats about 10,000; right on top of you with not a bad seat in the house," Calipari said. " (Fox) is working really hard and showing his kids how he wants them to play. Georgia is one of those gem jobs that no one realizes. I think Mark has probably done the best job in the league."

NOTE: Fox gave senior Tyler Whatley his first career start, but the Auburn, Ga. native only played 29 seconds before coming out of the game. Kentucky blocked 15 shots, compared to zero by the Bulldogs. Former Auburn great and NBA All-Star Charles Barkley attended Saturday's game.